UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION8-K

~~Washington,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): May 27, 2025

~~Pursuant~~BUILDERS toFIRSTSOURCE, ~~Section 13 or 15(d)~~INC.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): May 20, 2025


Delaware	001-40620	52-2084569
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6031 Connection Drive Suite 400
Irving, Texas		75039
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s ~~BUILDERS~~Telephone ~~FIRSTSOURCE~~Number, ~~INC.~~Including Area Code: (214) 880-3500

(~~Exact~~Former Name ofor ~~Registrant~~Former asAddress, ~~Specified~~if inChanged ~~Its~~Since ~~Charter~~Last Report)

Delaware		001-40620		52-2084569
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

6031 Connection Drive, Suite 400 Irving, Texas		75039
(Address of Principal Executive Offices)		(Zip Code)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Registrant’s~~☐Soliciting ~~telephone~~material ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~14a-12 under the Exchange Act (~~214)~~17 ~~880~~CFR 240.14a-~~3500~~12)

~~N/A~~☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~(Former~~☐Pre-commencement ~~name~~communications orpursuant ~~former~~to ~~address,~~Rule if13e-4(c) ~~changed~~under ~~since~~the ~~last~~Exchange ~~report~~Act (17 CFR 240.13e-4(c))

~~Check~~Securities ~~the~~registered ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Section ~~satisfy~~12(b) ~~the filing obligation~~ of the ~~registrant under any of the following provisions~~Act:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BLDR	New York Stock Exchange

☐Indicate ~~Soliciting~~by ~~material~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14a~~405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-122 ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14a~~12b-122 of this chapter).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~☐

☐If ~~Pre-commencement~~an ~~communications~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule~~Section ~~13e-4~~13(ca) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~13e-4(c))~~ ☐

SecuritiesItem registered5.03 pursuantAmendments to Section 12(b)Articles of theIncorporation Act:or Bylaws; Change in Fiscal Year.

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		BLDR		New York Stock Exchange

On May 27, 2025, the stockholders of Builders FirstSource, Inc. (“Builders FirstSource” or the “Company”) at its 2025 annual meeting of stockholders (the “Annual Meeting”) approved amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to declassify the Company’s Board of Directors (the “Board”) and to limit the liability of certain officers as permitted by Delaware law. Detailed descriptions of the foregoing amendments were set forth in Proposals Four and Six in the Company’s 2025 Proxy Statement, filed with the Securities and Exchange Commission on April 15, 2025, which descriptions are incorporated herein by reference and are qualified in their entirety by reference to the full text of the Company’s Amended and Restated Certificate of Incorporation filed herewith as Exhibit 3.1. These amendments became effective upon filing the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 27, 2025.

~~Indicate~~Additionally, bythe ~~check~~Board ~~mark~~approved ~~whether~~amendments to the ~~registrant~~Company’s isAmended anand ~~emerging~~Restated ~~growth~~By-laws ~~company~~(the as“By-laws”), ~~defined~~which inbecame ~~Rule~~effective ~~405~~concurrently with the effectiveness of the ~~Securities~~Amended ~~Act~~and Restated Certificate of ~~1933~~Incorporation. ~~(§230~~The By-laws were amended and restated to declassify the Company’s Board.~~405~~ The foregoing description of ~~this~~the ~~chapter)~~Amended orand ~~Rule~~Restated ~~12b~~By-2laws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the ~~Securities~~Amended ~~Exchange~~and ~~Act~~Restated ofBy-laws, ~~1934~~filed ~~(§240~~herewith as Exhibit 3.~~12b-~~2, the terms of ~~this~~which ~~chapter)~~are incorporated herein by reference.

EmergingItem growth5.07 companySubmission ☐of Matters to a Vote of Security Holders.

IfThe anowners ~~emerging~~of ~~growth~~103,522,106 ~~company~~shares of the Company’s common stock, ~~indicate~~representing by91.01% ~~check~~of ~~mark~~the ifvoting power of all the ~~registrant~~shares ~~has~~of ~~elected~~common ~~not~~stock toissued ~~use~~and ~~the~~outstanding ~~extended~~on ~~transition~~March ~~period~~28, 2025, the record date for ~~complying~~the ~~with~~meeting, ~~any~~were ~~new~~represented orat ~~revised~~the ~~financial~~Annual ~~accounting~~Meeting. ~~standards~~Each ~~provided~~share ~~pursuant~~of common stock was entitled to ~~Section 13(a)~~one ofvote at the ~~Exchange~~Annual ~~Act~~Meeting. ☐

~~Item 1.01.~~At ~~Entry~~the ~~into~~Annual aMeeting, ~~Material~~the ~~Definitive~~Company’s ~~Agreement~~stockholders voted on the following six proposals, as described in the Company’s 2025 Proxy Statement, and cast their votes as stated below.

OnProposal ~~May 20, 2025, Builders FirstSource, Inc~~No. ~~(the “Company”) replaced its existing revolving commitments of $~~1~~,800.0 million~~: ~~(the~~Election ~~“Previous Revolving Facility”) with new revolving commitments~~ of ~~$2,200~~Directors.0 million (the “New Revolving Facility”), extended the maturity date of the New Revolving Facility and made certain other amendments to the New Revolving Facility, with Bank of America, N.A. (“Bank of America”), as administrative agent and collateral agent, and the lenders and financial institutions party thereto, pursuant to an amendment to the amended and restated ABL credit agreement governing the Previous Revolving Facility (as amended, the “New ABL Credit Agreement”).

The New ABL Credit Agreement provides for, subject to availability under the borrowing base thereunder, revolving credit financings under the New Revolving Facility of up to $2,200.0 million with a maturity date of May 20, 2030. Bank of America, as successor to Truist Bank (as successor by merger to SunTrust Bank), now serves as administrative agent and collateral agent under the New ABL Credit Agreement.


Nominee	For	Against	Abstain	Broker Non-Vote
Mark A. Alexander	92,392,196	5,569,765	50,838	5,509,307
Dirkson R. Charles	94,890,751	3,073,993	48,055	5,509,307
Peter M. Jackson	95,498,024	2,424,207	90,568	5,509,307

AtProposal the Company’s option, loans under the New Revolving Facility will bear interest based on either the secured overnight financing rate or base rate (a rate equal to the highest of Bank of America’s prime rate, the federal funds effective rate plus 0No.~~50%~~ ~~and~~2: ~~the~~Advisory ~~secured~~vote ~~overnight financing rate plus 1.00%) plus, in each case, an applicable margin. The applicable margin will be (x) 1.00% or 1.25% per annum in the case of secured overnight financing rate loans (based~~ on ~~a measure of availability under~~ the ~~New~~2024 ~~Revolving~~compensation ~~Facility) and (y) 0.00% or 0.25% per annum in the case~~ of ~~base rate loans (based on a measure of availability under~~ the ~~New Revolving Facility). In addition, the~~ Company’s ~~will~~named ~~pay~~executive ~~customary commitment fees and letter of credit fees under the agreement governing the New Revolving Facility that are consistent with the Previous Revolving Facility~~officers. Letter of credit fees under the New Revolving Facility are assessed at a rate between 1.00% and 1.25% per annum (based on a measure of availability under the New Revolving Facility). The commitment fee rate will continue to be equal to 0.20% per annum. The New ABL Credit Agreement includes certain other changes to the borrowing base, financial calculations, thresholds and caps contained throughout and reporting requirements.

The foregoing summary of the New ABL Credit Agreement is qualified in its entirety by reference to the actual Amendment No. 8 to Credit Amendment, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.


For	Against	Abstain	Broker Non-Vote
89,925,975	7,021,486	1,065,338	5,509,307

~~Item 2~~Proposal No.~~03.~~ ~~Creation~~3: Ratification of athe ~~Direct~~appointment ~~Financial~~of ~~Obligation~~PricewaterhouseCoopers orLLP anas ~~Obligation~~the ~~under~~Company’s anindependent ~~Off-Balance~~registered ~~Sheet~~public ~~Arrangement~~accounting offirm afor ~~Registrant~~year 2025.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.


For	Against	Abstain	Broker Non-Vote
94,792,561	8,697,261	32,284	0

~~Item 9~~Proposal No.~~01.~~ ~~Financial~~4: ~~Statements~~Amendment ~~and~~to ~~Exhibits~~our Certificate of Incorporation to Declassify our Board of Directors.

~~(d)~~The ~~Exhibits~~proposal to amend the Company’s Certificate of Incorporation, as amended, to declassify the Board was approved.

The following exhibits are included as part of this Current Report:


For	Against	Abstain	Broker Non-Vote
96,260,928	1,696,983	54,888	5,509,307

Exhibit Number		Description
10.1		Amendment No. 8 to Credit Agreement, dated as of May 20, 2025, by and among the Company, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal No. 5: Amendment to our Certificate of Incorporation to Remove Limits on the Size of our Board of Directors.

~~Signatures~~The proposal to amend the Company’s Certificate of Incorporation, as amended, to remove limits on the size of the Board was not approved.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


For	Against	Abstain	Broker Non-Vote
38,659,491	64,799,179	63,436	0

~~BUILDERS~~Proposal ~~FIRSTSOURCE, INC~~No. ~~(Registrant) By~~6: ~~/s/~~Amendment ~~Timothy~~to D.our ~~Johnson~~Certificate ~~Name:~~of ~~Timothy~~Incorporation D.to ~~Johnson~~Limit ~~Title:~~the ~~Executive~~Liability ~~Vice~~of ~~President,~~Certain ~~General~~Officers ~~Counsel~~as ~~and~~Permitted ~~Corporate~~by ~~Secretary~~Delaware Law.

~~Date:~~The ~~May~~proposal 22to amend the Company’s Certificate of Incorporation, ~~2025~~as amended, to limit the liability of certain officers was approved.


For	Against	Abstain	Broker Non-Vote
85,083,440	12,885,277	44,082	5,509,307

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included as part of this Current Report:


Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of Builders FirstSource, Inc.
3.2	Amended and Restated By-laws of Builders FirstSource, Inc.
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			BUILDERS FIRSTSOURCE, INC.

Date:	May 27, 2025	By:	/s/ Timothy D. Johnson
			Executive Vice President, General Counsel and Corporate Secretary

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